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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
oo TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-13107
AutoNation, Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 73-1105145
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
110 S.E. 6TH STREET,
FORT LAUDERDALE, FLORIDA 33301
(Address of Principal Executive Offices) (Zip Code)
(954) 769-6000
(Registrant’s Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, Par Value $.01 Per Share The New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes o No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Act).
Large accelerated filer Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No
As of June 30, 2005, the aggregate market value of the common stock of the registrant held by non-affiliates was approximately
$3.5 billion based on the closing price of the common stock on The New York Stock Exchange on such date.
As of February 24, 2006, the registrant had 262,522,388 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III Portions of the Registrant’s Proxy Statement relating to the 2006 Annual Meeting of Stockholders.

Table of contents

  • Page 1
    ... AutoNation, Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 110 S.E. 6TH STREET, FORT LAUDERDALE, FLORIDA (Address of Principal Executive Offices) (954) 769-6000 (Registrant's Telephone Number, Including Area Code...

  • Page 2

  • Page 3
    ... Item 4. Business Risk Factors ...Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors...

  • Page 4
    ..., Toyota, Nissan, Honda and BMW. We operate in a single operating and reporting segment, automotive retailing. We offer a diversified range of automotive products and services, including new vehicles, used vehicles, vehicle maintenance and repair services, vehicle parts, extended service contracts...

  • Page 5
    ... finance and insurance sales process. We believe the pledge improves our customers' shopping experience for finance and insurance products at our stores. Additionally, our stores use our customer-friendly electronic finance and insurance menu, which is designed to ensure that we offer our customers...

  • Page 6
    ... approach to pricing, inventory mix and used vehicle asset management based on our established common processes, and (2) leveraging our scale with comprehensive used vehicle marketing programs, such as market-wide promotional events and standardized approaches to advertising that we can implement...

  • Page 7
    ... in our key markets, including "Maroone" in South Florida; "John Elway" in Denver, Colorado; "AutoWay" in Tampa, Florida; "Bankston" in Dallas, Texas; "Courtesy" in Orlando, Florida; "Desert" in Las Vegas, Nevada; "Team" in Atlanta, Georgia; "Mike Shad" in Jacksonville, Florida; "Dobbs" in Memphis...

  • Page 8
    ...maintenance, repair, paint and collision repair services, including warranty work that can be performed only at franchised dealerships and customer-pay service work. Sales And Marketing We retailed approximately 627,000 new and used vehicles through our stores in 2005. We sell a broad range of well...

  • Page 9
    ...to sell, the automotive stores franchised by that manufacturer or distributor under specified circumstances in the event of a change in control of our company (generally including certain material changes in the composition of our board of directors during a specified time period, the acquisition of...

  • Page 10
    ... financing, insurance, advertising and employment practices. These laws and regulations include state franchise laws and regulations, consumer protection laws, privacy laws, escheatment laws, anti-money laundering laws and other extensive laws and regulations applicable to new and used motor vehicle...

  • Page 11
    ... dealerships and approximately 45,000 independent used vehicle dealers. Several other public companies operate numerous automotive retail stores on a national or regional basis. We are subject to competition from dealers that sell the same brands of new vehicles that we sell and from dealers...

  • Page 12
    ...sales and service in the second and third quarters of each year due in part to consumer buying trends and the introduction of new vehicle models. Also, demand for vehicles and light trucks is generally lower during the winter months than in other seasons, particularly in regions of the United States...

  • Page 13
    ... direct financial assistance in various areas, including, among others, inventory financing assistance and advertising assistance. Third, manufacturers provide product warranties and, in some cases, service contracts, to customers. Our stores perform warranty and service contract work for vehicles...

  • Page 14
    ... in 2005, are manufactured by Ford, General Motors, DaimlerChrysler, Toyota, Nissan, Honda and BMW. In particular, our General Motors Corporation and Ford Motor Company stores represented over 37% of our new vehicle revenue in 2005. We are subject to a concentration of risk in the event of financial...

  • Page 15
    ... effect on our new vehicle and aftermarket product sales, consolidated results of operations and cash flows. Adverse weather events can disrupt our business. Our stores are concentrated in states and regions in the United States, including primarily Florida, Texas and California, in which actual...

  • Page 16
    ...retailing industry, including our facilities and operations, is subject to a wide range of federal, state and local laws and regulations, such as those relating to motor vehicle sales, retail installment sales, leasing, sales of finance, insurance and vehicle protection products, licensing, consumer...

  • Page 17
    ... installment sales, leasing, and the sale of finance, insurance and vehicle protection products at our stores, we are subject to various laws and regulations, the violation of which could subject us to consumer class action or other lawsuits or governmental investigations and adverse publicity, in...

  • Page 18
    ...18 states: Alabama; Arizona; California; Colorado; Florida; Georgia; Idaho; Illinois; Maryland; Minnesota; North Carolina; Nevada; New York; Ohio; Tennessee; Texas; Virginia and Washington. These facilities consist primarily of automobile showrooms, display lots, service facilities, collision repair...

  • Page 19
    ... adverse effect on our business, results of operations, financial condition, cash flows and prospects. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of our stockholders during the fourth quarter of the fiscal year ended December 31, 2005. 17

  • Page 20
    ... ended December 31, 2005. See Note 9 of our Notes to Consolidated Financial Statements for additional information regarding our stock repurchase programs. Total Number of Shares Purchased as Part of Publicly Announced Programs Total Number Period of Shares Purchased Average Price Paid per Share...

  • Page 21
    ... Statements of Cash Flows from operating activities to financing activities to comply with Statement of Financial Accounting Standards ("SFAS") 95, "Statement of Cash Flows" as a result of recent comments to us from the Securities and Exchange Commission. For the years ended December 31, 2004 and...

  • Page 22
    ...Chrysler, Toyota, Nissan, Honda and BMW. We operate in a single industry segment, automotive retailing. We offer a diversified range of automotive products and services, including new vehicles, used vehicles, vehicle maintenance and repair services, vehicle parts, extended service contracts, vehicle...

  • Page 23
    ...accompanying Consolidated Financial Statements for the years ended December 31, 2005, 2004, and 2003, have been adjusted to classify the results of the stores described above as discontinued operations. During 2005, we acquired 11.8 million shares of our common stock for an aggregate purchase price...

  • Page 24
    ... life of the policies. Rebates, holdbacks, floorplan assistance and certain other dealer credits received from manufacturers are recorded as offsets to the cost of the vehicle and recognized into income upon the sale of the vehicle or when earned under a specific manufacturer program, whichever is...

  • Page 25
    ... Operating Data Years Ended December 31, 2005 vs. 2004 2004 vs. 2003 2005 2004 Variance Favorable/ (Unfavorable) % Variance 2003 Variance Favorable/ (Unfavorable) % Variance ($ in millions, except per vehicle data) Revenue: New vehicle Used vehicle Parts and service Finance and insurance...

  • Page 26
    Table of Contents Years Ended December 31, % 2005 % 2004 % 2003 Revenue mix percentages: New vehicle Used vehicle Parts and service Finance and insurance, net Other Total Gross profit mix percentages: New vehicle Used vehicle Parts and service Finance and insurance Other Total Operating items as a...

  • Page 27
    ... operation. Years Ended December 31, Variance Favorable/ 2004 (Unfavorable) 2005 % Variance ($ in millions, except per vehicle data) Revenue: New vehicle Used vehicle Parts and service Finance and insurance, net Other Total revenue Gross profit: New vehicle Used vehicle Parts and service Finance...

  • Page 28
    ...2005 with similar programs by Ford and Chrysler. Although these programs helped drive unit volume during 2005, a challenging United States auto retail environment and the effects of Hurricane Wilma on our Florida stores negatively impacted same store new vehicle unit volume during the fourth quarter...

  • Page 29
    ... levels during the year. At December 31, 2005, our new vehicle inventories were at $2.2 billion or 56 days supply compared to new vehicle inventories of $2.1 billion or 53 days supply at December 31, 2004. In 2006, we anticipate that new vehicle sales in the United States will remain stable...

  • Page 30
    ...States' auto retail environment and the effects of Hurricane Wilma on our Florida stores during the fourth quarter of 2005. Same store gross profit and same store gross profit as a percentage of revenue increased as a result of better inventory management focused on optimizing used vehicle inventory...

  • Page 31
    ... parts paid directly by customers or via reimbursement from manufacturers and others under warranties. Reported parts and service revenue and gross profit benefited from the impact of acquisitions and divestitures when compared to same store performance. Despite one and a half less service days in...

  • Page 32
    ... Pledge" is our commitment to provide our customers with disclosures relating to the finance and insurance sales process. Finance and insurance revenue and gross profit were also impacted by the effect of the four major hurricanes on our stores in Florida and the Southeast during the third quarter...

  • Page 33
    ... costs benefited from lease buy-outs completed in 2004. Additionally, in September 2004, we announced a new streamlined regional structure. Non-Operating Income (Expense) Floorplan Interest Expense Floorplan interest expense was $110.7 million, $79.1 million and $66.5 million for the years ended...

  • Page 34
    ... for the years ended December 31, 2005, 2004 and 2003, respectively. Income taxes are provided based upon our anticipated underlying annual blended federal and state income tax rates, adjusted, as necessary, for any other tax matters occurring during the period. As we operate in various states, our...

  • Page 35
    ... new vehicles was approximately $3.9 billion, of which $2.5 billion total was outstanding. We sell and receive commissions on the following types of vehicle protection and other products: extended warranties, guaranteed auto protection, credit insurance, lease "wear and tear" insurance and theft...

  • Page 36
    ... Statements of Cash Flows from operating activities to financing activities to comply with Statement of Financial Accounting Standards ("SFAS") 95, "Statement of Cash Flows," as a result of recent comments to us from the Securities and Exchange Commission. For the years ended December 31, 2004 and...

  • Page 37
    ... from business acquisitions, property dispositions, purchases and sales of investments and other transactions as further described below. Capital expenditures, excluding property operating lease buy-outs, were $131.5 million, $132.9 million and $122.4 million during the years ended December 31, 2005...

  • Page 38
    ... under certain contracts at December 31, 2005 (in millions): Payments Due by Period Total Less Than one Year More Than 1-3 Years 3-5 Years 5 Years Total vehicle floorplan payable (Note 3)* Notes payable and long-term debt (Note 7)* Operating lease commitments (Note 8)* Acquisition purchase price...

  • Page 39
    ...sales and service in the second and third quarters of each year due in part to consumer buying trends and the introduction of new vehicle models. Also, demand for vehicles and light trucks is generally lower during the winter months than in other seasons, particularly in regions of the United States...

  • Page 40
    ... to us, could materially adversely affect our business, results of operations, financial condition, cash flows and prospects. • Our operations, including, without limitation, our sales of finance and insurance and vehicle protection products, are subject to extensive governmental laws, regulation...

  • Page 41
    ...policy is to manage interest rates through the use of a combination of fixed and floating rate debt. At December 31, 2005 and 2004, fixed rate debt, primarily consisting of amounts outstanding under senior unsecured notes, totaled $371.3 million and $494.5 million, respectively, and had a fair value...

  • Page 42
    ...AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2005 and 2004 Consolidated Income Statements for the Years Ended December 31, 2005, 2004 and 2003 Consolidated Statements of...

  • Page 43
    ... years ended December 31, 2005, 2004 and 2003 in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial...

  • Page 44
    ... opinion on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain...

  • Page 45
    ... OTHER ASSETS Total Assets LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Vehicle floorplan payable - trade Vehicle floorplan payable - non-trade Accounts payable Notes payable and current maturities of long-term obligations Other current liabilities Total Current Liabilities $ $ 243...

  • Page 46
    ... of Contents AUTONATION, INC. CONSOLIDATED INCOME STATEMENTS For the Years Ended December 31, (In millions, except per share data) 2005 2004 2003 Revenue: New vehicle Used vehicle Parts and service Finance and insurance, net Other TOTAL REVENUE Cost of Sales: New vehicle Used vehicle Parts and...

  • Page 47
    Table of Contents AUTONATION, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME For the Years Ended December 31, 2005, 2004 and 2003 (In millions, except share data) Accumulated Other CompreCommon Stock Shares Amount Additional Paid-In Capital Retained Earnings ...

  • Page 48
    ... cash relinquished Other Net cash used in continuing operations Net cash provided by (used in) discontinued operations Net cash used in investing activities CASH USED IN FINANCING ACTIVITIES: Purchases of treasury stock Net proceeds (payments) of vehicle floor plan payable - non-trade Proceeds from...

  • Page 49
    ... OF SIGNIFICANT ACCOUNTING POLICIES Organization and Business AutoNation, Inc. (the "Company"), through its subsidiaries, is the largest automotive retailer in the United States. As of December 31, 2005, the Company owned and operated 346 new vehicle franchises from 269 stores located in major...

  • Page 50
    ... net cash used in investing activities Net cash used in financing activities as previously reported Restatement of vehicle floorplan notes payable - non-trade: Continuing operations Discontinued operations Restated and revised net cash used in financing activities For the Year Ended December 31...

  • Page 51
    ... the year ended December 31, 2003 to reflect these allowances as a reduction of Cost of Sales. Inventory Inventory consists primarily of new and used vehicles held for sale valued using the specific identification method. Cost includes acquisition, reconditioning, dealer installed accessories and...

  • Page 52
    ...effective no later than the end of fiscal years ending after December 15, 2005. The adoption of FIN 47 did not have an impact on the Company's consolidated financial statements. Intangible Assets, net The Company accounts for acquisitions using the purchase method. Additionally, acquired intangible...

  • Page 53
    ... accordingly. Using the Black-Scholes option pricing model for all options granted, the Company's pro forma net income, pro forma earnings per share and pro forma weighted average fair value of options granted, with related assumptions, are as follows for the years ended December 31: 2005 2004 2003...

  • Page 54
    ... sells and receives a commission, which is recognized upon sale, on the following types of insurance products: extended warranties, guaranteed auto protection ("GAP," which covers the shortfall between loan balance and insurance payoff), credit insurance, lease "wear and tear" insurance and theft...

  • Page 55
    Table of Contents AUTONATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) and recognized over the life of the policies. Since January 1, 2003, the Company has not reinsured any new extended warranty or credit insurance products. For installment loans and leases that in the past ...

  • Page 56
    ...and 3.0% weighted average for 2005 and 2004, respectively). Secured floorplan facilities are used to finance new vehicle inventories and the amounts outstanding thereunder are due on demand, but are generally paid within several business days after the related vehicles are sold. Floorplan facilities...

  • Page 57
    ... years using a straight-line method. 6. INSURANCE Under self-insurance programs, the Company retains various levels of aggregate loss limits, per claim deductibles and claims handling expenses as part of its various insurance programs, including property and casualty and employee medical benefits...

  • Page 58
    ...notes, vehicle floorplan payable facilities and mortgage facilities have crossdefault provisions that trigger a default in the event of an uncured default under other material indebtedness of the Company. At December 31, 2005, the Company was in compliance with the requirements of all such financial...

  • Page 59
    ... settled contingent upon final approval in the state action. The estimated expense of the settlements is not a material amount and includes the Company's stores issuing coupons for discounts off future vehicle purchases, refunding cash in certain circumstances, and paying attorneys' fees and certain...

  • Page 60
    .... Expenses under real property, equipment and software leases were $64.0 million, $60.8 million and $71.8 million for the years ended December 31, 2005, 2004 and 2003, respectively. The leases require payment of real estate taxes, insurance and common area maintenance in addition to rent. Most of...

  • Page 61
    ... in connection with purchases or sales of goods and services, the Company enters into agreements that may contain indemnification provisions. In the event that an indemnification claim is asserted, liability would be limited by the terms of the applicable agreement. From time to time, primarily in...

  • Page 62
    ... 2005, 2004 and 2003, proceeds from the exercise of stock options were $112.8 million, $94.2 million and $118.1 million, respectively. 10. STOCK OPTIONS The Company has various stock option plans under which options to purchase shares of common stock may be granted to key employees and directors...

  • Page 63
    ...taxes calculated using the statutory federal income tax rate to the Company's provision for income taxes from continuing operations for the years ended December 31 is as follows: 2005 % 2004 % 2003 % Provision for income taxes at statutory rate of 35% Non-deductible expenses State income taxes...

  • Page 64
    ...are as follows: 2005 2004 Deferred income tax assets: Inventory Receivables reserves Warranty, chargeback and self-insurance liabilities Other accrued liabilities Other, net Loss carryforwards - Federal & State $ Valuation allowances Deferred income tax liabilities: Long-lived assets (intangibles...

  • Page 65
    ... the Company for these matters. 12. EARNINGS PER SHARE The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share is as follows for the years ended December 31: 2005 2004 2003 Weighted average shares outstanding used in...

  • Page 66
    ... 187.9 $ $ .7 47.9 $ $ $ 9.8 - 3.9 13.7 $ 78.6 1.2 12.2 92.0 Responsibility for the Company's vehicle floorplan payable at the time of divestiture is assumed by the buyer. Cash received from business divestitures is net of vehicle floorplan payable assumed by the buyer. On June 30, 2000, the...

  • Page 67
    ... primarily of unrealized losses on cash flow hedges. 15. ACQUISITIONS The Company acquired various automotive retail franchises and related assets during the years ended December 31, 2005, 2004 and 2003. The Company paid approximately $6.0 million, $194.6 million and $45.6 million, respectively...

  • Page 68
    ... rights to establish a new Mercedes-Benz dealership in Palm Beach County, Florida. 16. RELATED PARTY TRANSACTIONS The following is a summary of significant agreements and transactions among certain related parties and the Company. It is the Company's policy that transactions with affiliated...

  • Page 69
    ... of approximately $187.2 million, $152.4 million, and $132.4 million for the years ended December 31, 2005, 2004 and 2003, respectively, including interest on vehicle inventory financing. The Company made income tax payments of approximately $43.4 million, $253.4 million and $471.5 million for the...

  • Page 70
    ... service in the second and third quarters of each year in part due to consumer buying trends and the introduction of new vehicle models. Also, demand for cars and light trucks is generally lower during the winter months than in other seasons, particularly in regions of the United States where stores...

  • Page 71
    .... The following table sets forth, for the periods indicated, the high and low prices per share of the Company's Common Stock as reported by the New York Stock Exchange: High Low 2005 Fourth Quarter Third Quarter Second Quarter First Quarter 69 22.84 22.54 21.69 20.05 18.44 19.57 17.91 18...

  • Page 72
    ... streamline our internal control over financial reporting. The initial or "core" phase consists of implementing a standard data processing platform in the store and centralizing to a shared services center certain key accounting processes (non-inventory accounts payable, bank account reconciliations...

  • Page 73
    ... AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. EQUITY COMPENSATION PLAN INFORMATION The following table provides certain information, as of December 31, 2005, relating to the equity compensation plans under which options to acquire our common stock may be granted from time to time. Number of...

  • Page 74
    ... Vice President and Chief Financial Officer (Principal Financial Officer) March 2, 2006 Craig T. Monaghan /s/ J. Alexander McAllister Vice President - Corporate Controller (Principal Accounting Officer) March 2, 2006 J. Alexander McAllister /s/ Robert J. Brown Director March 2, 2006 Robert...

  • Page 75
    ... 10.3 to AutoNation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). 10.4 AutoNation, Inc. Amended and Restated 1995 Non-Employee Director Stock Option Plan (incorporated by reference to Exhibit 10.10 to AutoNation's Annual Report on Form 10-K for the year ended December 31...

  • Page 76
    filed on January 3, 2005).

  • Page 77
    ... AutoNation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). Form of Stock Option Agreement for stock options granted under the AutoNation, Inc. employee stock option plans (incorporated by reference to Exhibit 10.12 to AutoNation's Annual Report on Form 10-K for the year ended...

  • Page 78
    ...; AutoNation North Texas Management GP, LLC; AutoNation South Texas Management, LP; AutoNation South Texas Management GP, LLC; Texas Management Companies LP, LLC f/k/a White Bear Auto Center, LLC; AutoNation Northwest Management, LLC; AutoNation Southern California Management, LLC; AN Corpus Christi...

  • Page 79
    ... same will be promptly paid by the Company in full when due or performed by the Company in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. (ii) Failing payment when due by the Company of any amount so guaranteed or any performance so...

  • Page 80
    ... Associate General Counsel AUTONATION NORTH FLORIDA MANAGEMENT, LLC AUTONATION NORTH TEXAS MANAGEMENT GP, LLC AUTONATION SOUTH TEXAS MANAGEMENT GP, LLC TEXAS MANAGEMENT COMPANIES LP, LLC F/K/A SHITE BEAR AUTO CENTER, LLC AUTONATION NORTHSEST MANAGEMENT, LLC AUTONATION SOUTHERN CALIFORNIA MANAGEMENT...

  • Page 81
    ... CHRISTI T. IMPORTS GP, LLC AN CORPUS CHRISTI IMPORTS ADV. GP, LLC BANKSTON CJ GP, LLC AUTONATION IMPORTS OF KATY GP, LLC HOUSTON IMPORTS GREENSAY GP, LLC HOUSTON IMPORTS NORTH GP, LLC AN PONTIAC GMC HOUSTON NORTH GP, LLC AN COUNTY LINE FORD, INC. F/K/A SOUTHTOSN FORD, INC. CHARLIE THOMAS CHEVROLET...

  • Page 82
    ...Devens Title: Authorized Signatory AUTONATION SOUTH TEXAS MANAGEMENT, LP By: AutoNation South Texas Management GP, LLC Its: General Partner By: /s/ Gordon E. Devens Name: Gordon E. Devens Title: Authorized Signatory AN CORPUS CHRISTI IMPORTS ADV., LP By: AN Corpus Christi Imports Adv. GP, LLC Its...

  • Page 83
    ... Partner By: /s/ Gordon E. Devens Name: Gordon E. Devens Title: Authorized Signatory FINANCIAL SERVICES, LTD. F/K/A FINANCIAL SERVICES, INC. By: Financial Services GP, LLC Its: General Partner By: /s/ Gordon E. Devens Name: Gordon E. Devens Title: Authorized Signatory [SIGNATURES CONTINUE ON...

  • Page 84

  • Page 85
    ... E. Devens Name: Gordon E. Devens Title: Authorized Signatory HOUSTON AUTO M. IMPORTS NORTH, LTD. By: Houston Imports North GP, LLC Its: General Partner By: /s/ Gordon E. Devens Name: Gordon E. Devens Title: Authorized Signatory NICHOLS FORD, LTD. F/K/A NICHOLS FORD, INC. By: Nichols GP, LLC Its...

  • Page 86
    ... Signatory TEXAN FORD SALES, LTD. F/K/A TEXAN FORD SALES, INC. By: Texan Sales GP, LLC Its: General Partner By: /s/ Gordon E. Devens Name: Gordon E. Devens Title: Authorized Signatory BANKSTON NISSAN LESISVILLE, LTD. F/K/A BANKSTON NISSAN LESISVILLE, INC. By: Bankston Nissan Lewisville GP, LLC...

  • Page 87

  • Page 88
    SESTGATE CHEVROLET, LTD. F/K/A SESTGATE CHEVROLET, INC. By: Sestgate Chevrolet GP, LLC Its: General Partner By: /s/ Gordon E. Devens Name: Gordon E. Devens Title: Authorized Signatory AN LUXURY IMPORTS, LTD. By: AN LUXURY IMPORTS GP, LLC Its: General Partner By: /s/ Gordon E. Devens Name: Gordon...

  • Page 89
    SELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE By: /s/ Joseph P. O'Donnell Name: Joseph P. O'Donnell Title: Assistant Vice President 10

  • Page 90
    ...as of November 3, 2005, among AutoNation, Inc., a Delaware corporation (the "Company"), AN CJ Valencia, Inc.; AN Motors of Delray Beach, Inc.; AutoNation V. Imports of Delray Beach, Inc.; AN Cadillac of WPB, LLC; AN Imports of Lithia Springs, LLC; Courtesy Broadway, LLC; AN Chevrolet of Phoenix, LLC...

  • Page 91
    ... due and payable by the Guarantors for the purpose of this Guarantee, failing payment when due by the Company which failure continues for three days after demand therefor is made to the Company. (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as...

  • Page 92
    ... President, Associate General Counsel AN CJ Valencia, Inc. AN Motors of Delray Beach, Inc. AutoNation V. Imports of Delray Beach, Inc. AN Cadillac of WPB, LLC AN Imports of Lithia Springs, LLC Courtesy Broadway, LLC AN Chevrolet of Phoenix, LLC f/k/a Lou Grubb Chevrolet, LLC AN Chevrolet - Arrowhead...

  • Page 93
    AN Texas Eegion Management, Ltd. f/k/a AutoNation North Texas Eegion Management, LP By: AutoNation North Texas Management GP, LLC Its: General Partner By: /s/ Gordon E. Devens Name: Gordon E. Devens Title: Authorized Signatory 4

  • Page 94
    Wells Fargo Bank, National Association, As Trustee By: /s/ Joseph P. O'Donnell Name: Joseph P. O'Donnell Title: Vice President 5

  • Page 95
    ...Chevrolet - Tampa Al Maroone Ford BMW of Mountain View; MINI of Mountain View Dobbs Honda on Mendenhall Maroone Cadillac; Maroone Collision Center - Palm Beach DE DE Power Chevrolet - Arrowhead Power Chevrolet - Camelback Power Chrysler Jeep Valencia Champion Cadillac; Champion Chevrolet DE DE DE TX...

  • Page 96
    AN Texas Region Management, Ltd. AN West Central Region Management, LLC AN/CF Acquisition Corp. AN/FGJE Acquisition Corp. AN/FMK Acquisition Corp. AN/GMF, Inc. AutoNation Shared Service Center Courtesy Ford TX DE DE DE DE DE DE DE DE AN/MF Acquisition Corp. AN/MNI Acquisition Corp. AN/PF ...

  • Page 97
    ... Toyota AutoWest Chrysler Dodge FL CA Auto Holding Corp. Auto Mission Ltd. Auto West, Inc. DE CA CA FL Cayman Islands DE Maroone Dodge of Pembroke Pines DE FL DE DE Bankston Chevrolet Fort Worth TX AutoNation Benefits Company, Inc. AutoNation Cayman Insurance Company, Ltd. AutoNation Corporate...

  • Page 98
    ... Vermont, Inc. AutoNationDirect.com, Inc. Bankston Auto, Inc. Bankston Chrysler Jeep of Frisco, L.P. Bankston CJ GP, LLC Bankston Ford of Frisco, Ltd. Co. Bankston Nissan in Irving, Inc. Bankston Ford of Frisco Bankston Nissan Irving Bankston Chrysler Jeep Dodge of Frisco VT DE TX TX DE TX TX

  • Page 99
    ... Rover South Bay; Mercedes Benz of South Bay Irvine Auto Body; Power Volvo Irvine Power Volvo Cerritos Power Chevrolet; Power Pontiac Buick GMC Charlie Hillard Ford, Mazda Champion Chevrolet Mitsubishi Gulf Freeway Champion Chrysler Jeep Isuzu Hyundai AZ AZ AZ GA DE CO DE DE DE DE TX TX Carlisle...

  • Page 100
    ... Mesa Cars, Inc. Courtesy Auto Group, Inc. Courtesy Broadway, LLC Covington Pike Motors, Inc. Mercedes-Benz of Orlando; Porsche of North Orlando Cook-Whitehead Ford; Cook-Whitehead CollisionPanama City Power Honda Costa Mesa Courtesy Buick; Courtesy Pontiac GMC Buick John Elway Used Outlet Center...

  • Page 101
    ...LLC FL IL NV TX Desert Buick GMC Pontiac Desert Chrysler Jeep Desert Chrysler Jeep Dodge Desert Pontiac GMC Buick Desert Lincoln-Mercury Dobbs Mazda; Dobbs Pontiac-GMC Dobbs Ford at Wolfchase Dobbs Ford Treadwell Ford Dobbs Honda Dodge of Bellevue Courtesy Chevrolet at West Colonial Courtesy Acura...

  • Page 102
    First Team Premier, Ltd. Fit Kit, Inc. FL Power Toyota Buena Park CA DE GA WA Florida Auto Corp. Ford of Garden Grove Limited Partnership Ford of Kirkland, Inc. Fox Chevrolet, LLC Fox Hyundai, Inc. Fox Chevrolet DE MD

  • Page 103
    ... G.B. Import Sales & Service, LLC Fox Mitsubishi Fox Buick-Pontiac-GMC Bankston Dodge Irving Maroone Nissan of Ft. Lauderdale Power Volvo South Bay Gene Evans Team Ford Team Nissan of Marietta Treadwell Honda Lexus of Clearwater; Lexus of Tampa Bay DE DE DE FL DE DE DE AL FL Gene Evans Ford, LLC...

  • Page 104
    ... Lew Webb's Ford, Inc. Lew Webb's Irvine Nissan, Inc. Lewisville Imports GP, LLC Lewisville Imports, Ltd. Lexus of Cerritos Limited Partnership Lot 4 Real Estate Holdings, LLC MacHoward Leasing Leesburg Toyota DE TX CA Power Nissan Irvine Bankston Honda CA DE TX GA DE Power Chevrolet Irvine CA

  • Page 105
    ...Bellevue Power Dodge Ontario Champion Toyota Gulf Freeway Maroone Chevrolet of Fort Lauderdale Maroone Chevrolet of Pembroke Pines; Maroone Isuzu Maroone Dodge of Miami Maroone Ford of Ft. Lauderdale Maroone Chrysler Jeep Power Ford Valencia CA DE TX TX FL DE DE DE FL DE OH FL FL FL TX DE FL FL...

  • Page 106
    ..., Inc. Pitre Chrysler-Plymouth-Jeep on Bell, Inc. Pitre Isuzu-Subaru-Hyundai of Scottsdale, Inc. Plains Chevrolet GP, LLC Plains Chevrolet, Ltd. PMWQ, Inc. Power Pontiac Buick GMC Scottsdale Power Chrysler Jeep Scottsdale Power Hyndai Isuzu; Power Subaru Plains Chevrolet DE DE DE DE DE TX NV

  • Page 107
    ... Pontiac/GMC/Jeep/Hyundai; Champion Autoplex; Champion Chrysler; Champion Chrysler Plymouth Jeep; Champion Plymouth Champion Toyota Woodfield Ford Maroone Nissan of Pembroke Pines John Elway Nissan North; John Elway Nissan South DE DE FL FL CO DE DE AZ CA DE DE CO CO DE DE TX RI/RMT Acquisition...

  • Page 108
    RRM Corporation RSHC, Inc. Sahara Imports, Inc. DE DE Desert Honda Desert Nissan Power Chevrolet Corona; Power Volkswagen Corona NV NV CA FL Sahara Nissan, Inc. Saul Chevrolet, Inc. SCM Realty, Inc. Security Insurance Agency, Inc. MD

  • Page 109
    ...Smythe Volvo John Elway Dodge Southwest CA CO CA CA DE FL WA Mercedes-Benz of Fort Lauderdale Bankston Chevrolet Dallas Maroone Chevrolet of Delray Maroone Chevrolet of Greenacres Team Pontiac-Buick-GMC AutoWest Acura of Stevens Creek Mike Shad Nissan of Jacksonville Mike Shad Nissan of Orange Park...

  • Page 110
    ...Valencia H. Imports, Inc. Valencia Lincoln-Mercury, Inc. Valley Chevrolet, LLC Vanderbeek Motors, Inc. Desert Toyota and Scion Valencia BMW Power Chrysler Jeep Valencia; Power Dodge Valencia Power Honda Valencia Fox Chevrolet of Timonium AutoWest Mazda Subaru; BMW of Roseville NV DE CA DE DE DE CA

  • Page 111
    ... Chrysler Jeep Delray; Maroone Dodge of Delray Maroone Ford of Delray Maroone Lincoln-Mercury of North Palm Beach Maroone Nissan of Delray CA DE DE DE TX DE DE DE DE CA CA TN DE TX DE DE DE CO CO TX West Side Honda Westgate Chevrolet Laurel Audi of Westmont Laurel BMW of Westmont Mercedes-Benz...

  • Page 112
    ..., and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the December 31, 2005 annual report on Form 10-K of AutoNation...

  • Page 113
    ... design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have...

  • Page 114
    ... design or operation of internal iontrol over finaniial reporting whiih are reasonably likely to adversely affeit the registrant's ability to reiord, proiess, summarize and report finaniial information; and b) Any fraud, whether or not material, that involves management or other employees who have...

  • Page 115
    ... OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael J. JacKson, Chief Executive Officer of the...

  • Page 116
    ... with the Annual Report on Form 10-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Craig T. Monaghan, Executive Vice President and Chief Financial Officer of the Company, hereby...